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Business Plan & Financial Restructuring Proposal March 16, 2016 Innovative Technology Solutions for Sustainability 1
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Business Plan & Financial Restructuring Proposal

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Page 1: Business Plan & Financial Restructuring Proposal

Business Plan & Financial Restructuring Proposal

March 16, 2016

Innovative Technology Solutions for Sustainability

1

Page 2: Business Plan & Financial Restructuring Proposal

Business Plan & Financial Restructuring Proposal – March 16, 2016

Agenda

Registration

Q&A Session

2

Page 3: Business Plan & Financial Restructuring Proposal

Disclaimer 1 / 2 Abengoa Group's Financial Restructuring Agreement

Many factors could cause the actual results, performance or achievements of Abengoa to be

materially different from any future results, performance or achievements that may be expressed

or implied by such forward-looking statements, including, among others:

March 16, 2016

3

Page 4: Business Plan & Financial Restructuring Proposal

Disclaimer 2 / 2 Abengoa Group’s Financial Restructuring Agreement

March 16, 2016

4

Page 5: Business Plan & Financial Restructuring Proposal

Welcome & Overview of the Day

Antonio Fornieles Executive Chairman, Abengoa

5

Page 6: Business Plan & Financial Restructuring Proposal

New Abengoa focused on maximized value creation

Steps towards a New Abengoa

A strong New Abengoa focused on E&C and technology poised to generate cash

New financial

structure 3 New business

approach 2

Business

model 1

6

Page 7: Business Plan & Financial Restructuring Proposal

Tony Alvarez III Alvarez & Marsal

Industrial Viability Plan

7

Page 8: Business Plan & Financial Restructuring Proposal

Focus on E&C and New Concession-type (Hybrid E&C) business with cash

discipline

New Abengoa

Financial

Restructuring(2) Industrial

Viability Plan(1)

Business

Approach

(1) Abengoa has engaged Alvarez & Marsal to advise on the development of the Industrial Viability Plan.

(2) Abengoa has engaged Lazard to advise on the development of the Financial Restructuring Plan.

8

Page 9: Business Plan & Financial Restructuring Proposal

Focus on E&C activity for turnkey, balanced with selected Hybrid E&C projects

Viability Plan - Key Principles

Others

Current Backlog (E&C for Turnkey &

Concession-type

projects)

New Turnkey Projects

Concession-type Projects (Hybrid E&C)

9

Page 10: Business Plan & Financial Restructuring Proposal

Enterprise Value (incl. NPV of Current Backlog) 2

Net asset Recovery Value (M€)

Current Backlog Value 2,581

Non-Core Disposals (excl. dividends) (1) 473

EBITDA Normalized New Business (2020) 274

Multiple 7.0x

New Business Value 1,917

One-Offs & Other Assets (2) (3) 424

Enterprise Value 5,395

2.581.121

3.518.753

4.302.433 4.683.219 4.825.924

2.000.000

3.000.000

4.000.000

5.000.000

2016 2017 2018 2019 2020

€ ‘000

New Abengoa Valuation

New Abengoa Enterprise Value estimated at € 5,395M

Evolution of Current Backlog Value (Roll-forward NPV) 1

Total Viability Plan New Abengoa net value as of January 1st 2016

(Historical Backlog @ 9.5% weighted WACC + 7x Normalized

EBITDA on New Business) is estimated at € 5,395M

10

Page 11: Business Plan & Financial Restructuring Proposal

5 Years Cash Flow

1.

2.

3.

4.

5.

Viability Plan

11

Page 12: Business Plan & Financial Restructuring Proposal

5 years New Business EBITDA

Order Intake

Turnkey Projects

Concession_type Projects

YoY%

Resulting Revenues

Turnkey Projects

Concession_type Projects

Gross margin

Turnkey Projects (@ 8.8%)

Concession_type Projects (@ 14%)

Overheads

Projects Contribution

2,000

1,500

500

394

294

100

40

26

14

(334)

50

(244)

3,450

1,750

1,700

72,5%

2,027

1,437

590

209

126

83

(239)

50

20

3,800

2,000

1,800

10,1%

3,475

2,116

1,360

377

186

190

(246)

50

181

4,100

2,200

1,900

7,9%

3,841

2,052

1,790

431

181

251

(246)

50

236

4,600

2,500

2,100

12,2%

4,206

2,296

1,910

469

202

267

(246)

50

274

2016 2017 2018 2019 2010

EBITDA - New Business

New

Busin

ess

Assuming that current 5Bis

situation will be swiftly

resolved and that the

required financial support will

be provided, the New

Abengoa future business is

expected to generate, in

2020, ~€ 4,600M of Order

Intake

€ 4,206M Revenues and

€ 274M EBITDA

Viability Plan

12

Page 13: Business Plan & Financial Restructuring Proposal

The outlined plan entails possible risks and value enhancing opportunities

Viability Plan

13

Page 14: Business Plan & Financial Restructuring Proposal

Historical Backlog 5-Year Cash Flow Breakdown

Viability Plan

14

Page 15: Business Plan & Financial Restructuring Proposal

Sensitivity Analysis

Valuation Sensibility

* net of project debt

-200bps

6,069

6,138

6,206

6,275

6,343

6,411

6,480

6,548

6,617

6,685

-150bps

5,801

5,870

5,938

6,007

6,075

6,144

6,212

6,281

6,349

6,418

-100bps

5,556

5,624

5,693

5,761

5,830

5,898

5,966

6,035

6,103

6,172

-50bps

5,330

5,398

5,467

5,535

5,604

5,672

5,741

5,809

5,877

5,946

-0bps

5,122

5,190

5,259

5,327

5,395

5,464

5,532

5,601

5,669

5,738

-50bps

4,930

4,998

5,067

5,135

5,203

5,272

5,340

5,409

5,477

5,546

-100bps

4,752

4,821

4,889

4,958

5,026

5,095

5,163

5,231

5,300

5,368

-150bps

4,588

4,656

4,725

4,793

4,862

4,930

4,999

5,067

5,136

5,204

-200bps

4,436

4,504

4,573

4,641

4,710

4,778

4,847

4,915

4,984

5,052

6.00x

6.25x

6.50x

6.75x

7.00x

7.25x

7.50x

7.75x

8.00x

8.25x

1,643

1,712

1,780

1,848

1,917

1,985

2,054

2,122

2,191

2,259

Multi

ple

EP

C a

nd P

I V

alu

e E

BIT

DA

x

WACC

3,726 3,458 3,213 2,987 2,779 2,587 2,409 2,245 2,093

NPV (€ M)*

WACC: Changes of 50bps

in WACC used for project

cash flows discounts yields

a change in Existing

Portfolio NPVs of approx. €

200M

EBITDA: each 0.25x

change of multiples

(relevant only for NEW

Business valuation) yields

a change of approx. €

50M in total valuation.

‣ Multiples: On the basis of the current market situation and ABG’s strong

competitive advantage which in normal circumstances would command a

premium with respect to market peers, we have decided to use the average

market comparable multiple of 7.0x notwithstanding the reference EBITDA is

a future and not an historical EBITDA.

‣ WACC: the discount rates have been adjusted to account for market

(political) risk, whether a long term offtake agreement is in place. On

average, the weighted WACC used for project cash flows discounts is

9.5%.

CF. Appendix Avg. EV/ EBITDA FY1

15

Page 16: Business Plan & Financial Restructuring Proposal

Joaquín Fernández

de Piérola

Chief Executive Officer,

Abengoa

Looking Ahead

16

Page 17: Business Plan & Financial Restructuring Proposal

Getting the Business Back on Track

What will Abengoa be?

Main take aways 1

Levers for Success 2 3 4

Agenda

17

Page 18: Business Plan & Financial Restructuring Proposal

1 Levers for Success

18

Page 19: Business Plan & Financial Restructuring Proposal

Abengoa has developed a commercially

successful but capital intensive business model

Where are we coming from?

As a consequence, during the second half of 2015,

Abengoa tried to strengthen its balance sheet and

secure additional liquidity with a rights issue that

didn’t eventually materialize. Spiraling complexity and

liquidity pressure forced Abengoa to seek protection

under Spain’s 5Bis pre-insolvency statutes

However,

(1) ENR The Global Sourcebook.

19

Page 20: Business Plan & Financial Restructuring Proposal

Abengoa has a strong set of capabilities on which to lever

for the future viability of the company

Levers for Success

Operating in growing

sectors with positive

outlook and attractive

market dynamics

Excellent track

record in project

execution

Highly diversified

with extensive

international

footprint

Leading player in

niche markets with

high specifications

and barriers to entry

Significant revenue

visibility provided by

record backlog and

solid pipeline

Strong competitive

position due to

technological

leadership

20

Page 21: Business Plan & Financial Restructuring Proposal

36%

4%

26%

14%

14%

6%

Fossil Fuel Nuclear Solar Wind Other Renewables Flexible Capacity

2011-2018 Investments in Water Infra3

0 2.250 4.500 6.750 9.000

USA Saudi Arabia

UAE China

Kuwait India Lybia

Australia Israel Chile

Significant growth expected in installed power and water capacity worldwide

1

Global installed power capacity in 2014 and

2040 by technology (GW)1

65%

6% 2% 5%

21%

1%

2012

5,584 GW

2040

14,214 GW

Global CSP installed capacity (GW)3

12,3

28,7

53,3

00

15

30

45

60

2020 2025 2030

21

Page 22: Business Plan & Financial Restructuring Proposal

High Barriers to

Entry

High Market Share

Lower Competition

Higher Profitability

Presence in niche markets with high barriers to entry

2

With a leading competitive position worldwide…

Player 2 Player 3

Player 2 Player 3

Player 2 Player 3

Player 1

Player 3

Player 1

Player 3

Energy

Water

1

1

2

1

2

22

Page 23: Business Plan & Financial Restructuring Proposal

Through our continuous innovations we have introduced new technologies in the market: 8 research

centers and more than 300 patentes applied for

3

3rd generation trough

Introduced in Xina Project

2 patents

Superheated Tower

Introduced in Khi Project

16 patents

Molten Salt Tower

Introduced in Atacama Project

5 patents

Advanced MF-UF membrane systems

Introduced in Qingdao (China) and

Accra (Ghana) Projects

6 patents

Membrane bioreactors

Product to market for municipal and

industrial applications

2 patents

Zero Liquid Discharge

Introduced in Norte III Power Plant

1 patent

23

Page 24: Business Plan & Financial Restructuring Proposal

~164 B€

~37 B€

Excellent execution track-record for both turnkey and concession type projects

4

2,000 MW

740 MW

+1.5 million

270,000

+10 GW

1.8 GW

+ 26,000 km

Strong discipline at both bidding and execution phases… …and a solid customer base worldwide…

~3.8 B€

24

Page 25: Business Plan & Financial Restructuring Proposal

Abengoa has consistently proven its reliability in the execution phase

4

Execution Diversification

by Region

Abengoa has experience in complex

project execution in a wide range of

geographies

16%

3%

48% 7%

9%

17%

USA Europe Latin America

~28,000 M€

Over 90% of the projects were

completed with deviations in margin of

less than 1 M€

25

Page 26: Business Plan & Financial Restructuring Proposal

Diversified business mix and “Glo-cal” presence to capture opportunities in attractive sectors

5

Diversification by Business E&C Diversification by Region

5,756M€

58%

7%

35%

E&C Operational

Concessions Industrial Prod.

3,339 M€

5%

1%

183 M€

26M€

11%

8%

352 M€

258 M€

54%

22%

1,799 M€

721 M€

26

Page 27: Business Plan & Financial Restructuring Proposal

Strong business prospects and healthy backlog provides revenue visibility

6 Revenue Visibility

Pipeline opportunities diversified by sector &

region

7.7 B€ of diversified & healthy backlog provides

strong visibility for future years

158.9 B€

By Sector

By Region

23%

14%

7% 11%

29%

16% North America Europe Brazil Rest South America Asia Africa

8%

47% 14%

18%

6% 7%

T&D Conventional Solar & Renew. Water Indust. Plants Others

28%

20% 26%

14%

2% 10%

T&D Conventional Solar & Renew. Water

28%

7%

18%

26%

16%

5%

North America Europe Brazil Rest South America

7,5 8,0 8,8 0,1 0,4 1,0

7,5 0,6 0,8 7,7

27

Page 28: Business Plan & Financial Restructuring Proposal

Rebalancing our business mix towards turnkey projects

7

Backlog Evolution Highlights

Turnkey

Projects

Concessional

Projects

2.3 2.4 3.2

Dec'13 Dec.'15 - Proforma

Revenues

4.5 5.6 4.5

Dec'13 Dec.'15 - Proforma

8.0 B€ 6.8 B€ 7.7 B€

74%

26%

Third-party Concession-type

42% 58%

Third-party Concession-type

159 B€

7,7 B€

Pipeline

Backlog

28

Page 29: Business Plan & Financial Restructuring Proposal

Overview

ACC 4TT 660MW Combine Cycle Plant

Overview

WACC

A3T 265MW Cogeneration with one steam & one gas turbine

10.75%

2016 2017 2018 2019 2020

NPV Evolution 1,370 1,642 1,712 1,734 1,775

Net Cash Needs (1) (125.4) M€

WACC 10.75%

2016 2017 2018 2019 2020

NPV Evolution 304 468 800 895 897

Net Cash Needs (1) (421.6) M€

Key Concessional Projects under construction

29

Page 30: Business Plan & Financial Restructuring Proposal

Key Concessional Projects under construction

Overview

Financing Status

Zapotillo 135km Aqueduct for 5,6m3/s

Overview

Financing Status

Norte III 907 MW Combine Cycle in Ciudad Juarez

WACC 8.25%

2016 2017 2018 2019 2020

NPV Evolution 15 128 242 289 296

Net Cash Needs (1) (242.3) M€

WACC 8.25%

2016 2017 2018 2019 2020

NPV Evolution 136 50 73 80 97

Net Cash Needs (1) (41.8) M€

30

Page 31: Business Plan & Financial Restructuring Proposal

Key Concessional Projects under construction

Overview

Financing Status

Ashalim 110MW CSP

2016 2017 2018 2019 2020

NPV Evolution 139 149 149 116 121

Net Cash Needs (1) (11.3) M€

1.964

2.438

2.977 3.113 3.187

1.500

2.000

2.500

3.000

3.500

2016 2017 2018 2019 2020

Top 5 Projects – NPV Evolution(€ M)

31

WACC 8.25%

Page 32: Business Plan & Financial Restructuring Proposal

2 Getting the Business Back on Track

32

Page 33: Business Plan & Financial Restructuring Proposal

Re-start of E&C Activity – Business Development

Commercial activity during the 5bis period has been negatively impacted at three different levels:

Abengoa would require over 500 M€ of guarantees available in 2016 to

re-start normal commercial activity

Abengoa's business

development team has not

been able to present

proposals for projects with an

approximate value of 3,114

M€ due to non-availability of

bid bonds and other

guarantees.

During the same period, projects for

approximate value of 1,640 M€ already

included in our backlog have been

revoked:

‣ 215 MW Biomass (Gante)

‣ 299 MW Biomass (Teeside)

‣ Water treatment and supply

(Colombia).

‣ Salina Cruz 517 MW CCGT (Mexico)

Abengoa has approximately

800 M€ worth of projects

initially awarded, but subject to

the resolution of the 5bis

situation.

1 2 3

33

Page 34: Business Plan & Financial Restructuring Proposal

Re-start of E&C Activity - Construction

Shortage of financing and technical guarantees over the 5bis period has had a negative

impact on the pace of execution that differs depending on the size of the projects

Construction activity has also been negatively affected with significant slow-down

or complete halt in execution of different projects

Small and medium-sized projects

Large projects

34

Page 35: Business Plan & Financial Restructuring Proposal

Rightsizing of Overheads

New business focus must be supported by an adequately sized organisation with the adequate size. Target

structure costs are set at ~250 M€ per year which implies a 45% reduction vs. 2015

Plan aimed at promoting efficiency at all levels of Abengoa and

reduce support function costs

Total Overhead Cost (M€)

2016E

Reduce several staff functions

Streamline back-office functions in

several regions

Promote synergies among different

businesses

Maximize centralized purchasing

2015A

~450 M€ (normalised)

Initiatives for Rightsizing of Overheads 2018E

Target Overheads

~334 M€ ~246 M€

35

Page 36: Business Plan & Financial Restructuring Proposal

3 What will Abengoa be?

36

Page 37: Business Plan & Financial Restructuring Proposal

The new business approach sets clear lines of what the focus of Abengoa’s operations should be

New Abengoa Viability Plan does

not include

Do's and Don'ts of New Abengoa

New Abengoa Viability Plan

includes

37

Page 38: Business Plan & Financial Restructuring Proposal

Abengoa will focus on turnkey projects and concession-type projects with financial partners

so that Abengoa’s investment is limited to 10% of project value

What kind of projects?

What’s the value of concession-type projects?

Turnkey

projects

Concession-type

projects

100% third party equity

2/3 third party equity

38

Page 39: Business Plan & Financial Restructuring Proposal

Abengoa will adhere to international corporate governance best practices

Corporate Governance & Risk

Control

Investment Committee Financial Discipline & Risk Control

39

Page 40: Business Plan & Financial Restructuring Proposal

4 Main take aways

40

Page 41: Business Plan & Financial Restructuring Proposal

Main take-aways

A viable company with solid fundamentals

Abengoa has a

unique engineering

and construction

business

Well positioned

in high growth

markets

The development of

commercially viable

cutting-edge technology

has become Abengoa’s

key competitive

advantage

Our global footprint

makes our business

more resilient …

… and the size of our

backlog and pipeline

provides us with revenue

visibility

A more focused business

model and healthier a sound

capital structure, together with

a multidisciplinary set of

capabilities leaves Abengoa in

a solid position for future value

creation

41

Page 42: Business Plan & Financial Restructuring Proposal

Pedro Pasquín Lazard

Financial Restructuring Agreement

42

Page 43: Business Plan & Financial Restructuring Proposal

1 Background

Page 44: Business Plan & Financial Restructuring Proposal

‣ Abengoa (the “Company” or “ABG”) has

reached an in principle agreement (the

“Restructuring Agreement”) with the Bank

Coordination Committee (the “CoCom”) and

the bondholders ad-hoc group (the “ad-hoc

Group”) on the main terms of the proposed

financial restructuring for Abengoa

‣ The CoCom is comprised of: Banco Popular,

Banco Santander, Bankia, CaixaBank, CACIB

and HSBC

‣ The ad-hoc Group is comprised of: Attestor,

Blackrock, Centerbridge,

Delta A. M., D.E. Shaw, Elliott Management,

Eton Park, Invesco, KKR Credit, Oak Hill

Advisors and Värde

Background

‣ A subgroup of creditors comprising

Attestor Capital, Centerbridge, DE

Shaw Group, Elliott Management,

KKR Credit, Oak Hill Advisors, and

Värde has been working with

Abengoa SA with a view to acting as

anchor investors for the New Money

Facility. To this end these creditors

have accessed private information

and have been conducting financial

diligence since early February

‣ The group's diligence exercise is

nearing completion but subject to this

exercise, documentation and the

conditions precedent which would be

customary or required for a

transaction of this type, the group's

intention would be to put forward a

new money commitment in excess of

€1.0 billion

‣ All creditors are encouraged to

participate on the new money and

new bonding lines in the same terms

Page 45: Business Plan & Financial Restructuring Proposal

Subject to contract and credit

committee approval, each G6

lender will commit to either roll-

over all of their Existing

Bonding and to provide their pro

rata of new bonding required to

its existing bonding, or provide

an equivalent new commitment

into new money

Background (cont’d)

A subgroup of creditors

will sign this week and

release to the Company a

financing line to cover its

immediate liquidity needs

The aggregate exposure of

the creditors involved in

the Restructuring

Agreement represents

approximately 40% of the

outstanding affected

financial debt of the

Company

The following slides

summarise the main

elements of the

Restructuring Agreement

Page 46: Business Plan & Financial Restructuring Proposal

2 Restructuring Agreement

Page 47: Business Plan & Financial Restructuring Proposal

Restructuring Agreement

New Money Facility (“NMF”)

€1,500 (a)

New Bonding Lines 800 M€

Roll-Over Money 231 M€ + cost

New Abengoa Cash Needs to Re-invigorate Activity

Bondholder

line roll-over

Company operations

and other

The Restructuring Agreement proposes new financing as detailed below

Page 48: Business Plan & Financial Restructuring Proposal

New Money

New Money Facility Roll Over Facility New Bonding Roll Over Bonding(a)

Amount (€M) 1,500 – 1,800 231

(+ accumulated cost) 800(b) 800(b)

Cost 5.0% cash + 9.0% PIK 5 % 5.0% 5.0%

Maturity/

Amortisation Schedule

5 years / 2.5% year 3

2.5% year 4

95.0% year 5

2 years 5 years 5 years

Seniority Senior to reinstated debt

Secured, Super Senioron A3T (c)

Super Senior on ABY shares at 100% LTV at

Closing

Senior to New Money Facility

except with regard to ABY and A3T

Senior to New Money Facility except with regard

to ABY and A3T

Equity Participation 55.0% - 5.0% 5.0%

Commitment fee 4.0%(d) - 1.0% 1.0%

Commitment fee on undrawn amount 0.75% / month - - -

Restructuring Agreement

New Money providers and New Bonding providers will obtain 55% and 5% of post reorganisation equity respectively

The Restructuring Agreement - New Money Main Terms Summary

(a) There will be an open basket to raise bonding up to €700m with pari passu status to New Money. (b) Subject to contract and credit committee, each G6 lender will commit to roll-over all of their Existing Bonding expiring in

the next 18 months, unless they put these commitments into new money. (c) Also Super Senior on ABY amount exceeding shares collateralising Roll Over Facility. (d) A portion may be allocated as early bird

Page 49: Business Plan & Financial Restructuring Proposal

The Restructuring Agreement entails a debt reduction by

the creditors of 70% of the affected debt

Existing Debt Post Restructuring

(€m) Current Corporate Project Total Unaffected

Project -70% 0% Total

Syndicated loan TA 690.6 690.6 207.2 207.2

Other corporate borrowings - affected perimeter 1,173.8 1,173.8 352.1 - 352.1

Other corporate borrowings - local 233.0 233.0 233.0 - 233.0 233.0

Corp financing loans(1) 2,097.4 2,097.4 559.3 233.0 792.3

Notes and Bonds 3,286.0 3,286.0 111.4(5) 948.5 111.4 1,059.9

ABY Exchangeable bonds (12.9) (12.9)(6) n.m -

Non Recourse Debt in Process (“NRDP”)(2) 1,552.4 843.8 2,396.1 363.0 609.9 363.0 973.0

Confirming Lines 822.0 822.0 184.5 92.2 276.7

Overdue derivatives 113.1 113.1 33.9 33.9

Secured financing(3) 604.4 604.4 604.4 604.4

Debt position (excl. bonding lines and PF) 8,462.4 843.8 9,306.2 707.4 2,336.2 1,404.4 3,740.3

Project finance(4) 478.0 478.0 478.0 478.0 478.0

Bonding lines 1,696.0 1,696.0 1,696.0 1,696.0

Affected debt is Abengoa’s debt which does not have a

specific collateral or structural priority as shown below:

1

2

3

4

5

6

7

8

(1) Corporate borrowings of €125m and €106m granted in September and

December 2015 respectively, are included under secured financing

(2) Includes NRDP in deconsolidated and held for sale projects weighted for

ABG´s participation in the project

(3) Includes bondholder financing of €138m + accumulated interest

(4) Project finance shown proforma as at Dec-16 includes expected project finance for unfinished projects as per Viability Plan

(5) Commercial Paper Abengoa Mexico

(6) Amount included in bonds and notes, adjusting given it is exchanged for ABY shares

Restructuring Agreement - Existing Financial Debt

Page 50: Business Plan & Financial Restructuring Proposal

The Agreement - Existing Financial Debt

The proposed debt reduction of Abengoa’s corporate debt of c.€5.6bn has been defined in order to establish a long term sustainable capital structure supported by (i)

the cash flows defined in the Viability Plan, (ii) the value of assets to be divested in the next years and (iii) the value of concessions

Debt treatment Affected by RA(a) Reinstated debt (€m)

Syndicated loan TLA 207.2

Other corporate financing Spain, US, Brazil, Chile All other geographies

585.1

Bond Corporate bond (including ECP program) Mexican Cebures ABY Exchangeable bond

1,059.9

Non Recourse Debt in Process Syndicated loan TLB, Greenbond, UBS loan (Greenbridge Facility)(b) Brazil, Chile project NRDP Other project NRDP

973.0

Working capital Confirming lines in Spain, US, Brazil, Chile Confirming lines in other geographies PPB with cash collateral, factoring and bonding lines

276.7

Overdue derivatives 33.9

Credit lines provided since September September margin loan on ABY redeemed (@ accumulated cost) Sep-15 and Dec-15 bank liquidity lines of €126m and €106m (@ accumulated cost) Bondholder liquidity line of €138m (@ accumulated cost)

604,4

Total debt reinstated 3,740.3

Less: Project NRDP funded through bi-lateral facilities on projects to be maintained (363.0)

Less: Mexican Cebures, local corporate financing and local PPB maintained at par (436.6)

Remaining old debt reinstated 2,940,7

Of which: secured financing 604.4

Of which: Restructured Old Debt Facility 2,336.2

1

2

3

4

5

6

7

8

(a) Subject to debt forgiveness, covers impact on financial indebtedness position but not on guarantees

(b)Syndicated loan TLB, Greenbond, UBS loan (Greenbridge Facility) are subject to the same treatment

Page 51: Business Plan & Financial Restructuring Proposal

Old Money

Restructured Old Debt Facility (a)

Existing Bonding NRDP Local Debt Maintained

Amount (€M) 2,336 1,696 363 437

Cost 25bps Cash + 1.25% PIYC Current terms Current terms Current terms

Maturity/ Amortisation Schedule

5.5 years / 2.5% year 3

2.5% year 4; 95.0%year 5

Unwound once

projectsare delivered As per current situation As per current situation

Seniority Unsecured Current terms Current terms Current terms

35.0% - - -

Equity Participation - - - -

Underwriting agreement / Commitment fee

- - - -

Restructuring Agreement

The Restructuring Agreement Old Money Main Terms Summary

(a) Issued as Bond or Loan. Elevation from Junior Old Debt to Senior Old Debt for parties funding New Money, roll-over bonding or new bonding

The Restructuring Agreement entails a debt reduction of 70% of affected debt in exchange for 35% of post reorganisation equity

Page 52: Business Plan & Financial Restructuring Proposal

Debt Instrument Total (€M) Interest Maturity

Restructured Old Debt Facility 2,336.2 25bps Cash+ 1.25%PIYC 2019 - 2021

Local Corporate Financing 233.0 Current terms maintained

Cebures 111.4 Current terms maintained

Local Confirming Lines 92.2 Current terms maintained

NRDP 363.0 Current terms maintained

Bank secured financing (becomes roll over facility) 287.2 5.00 % 2018

September margin loan on ABY + New Liquidity Financing (part

of 5-year new money bond) 317.2 5.0% Cash+ 9.0%PIK 2019 - 2021

Subtotal 3,740.3

Additional new money facility on top of rolled over secured

financing 1,182.8 5.0% Cash+ 9.0%PIK 2019 - 2021

Pro Forma corporate financing total 4,923.1

Note: project finance 478.0 Current terms maintained

Note: Bonding lines 1,696.0 Current terms maintained

Restructuring Agreement

Pro Forma Capital Structure Abengoa will have €4,923m corporate debt post Restructuring

Page 53: Business Plan & Financial Restructuring Proposal

New Abengoa Equity

‣Listing to be maintained

‣Dual share structure to be

collapsed into

. Entitled to up to 5%

warrants once full

amortisation of New Debt,

Roll-Over Debt and Old

Debt (all plus interest costs

and fees) struck at par with

a 5.5 year maturity

‣ Equity assigned to creditors:

55% 5% 35%

Page 54: Business Plan & Financial Restructuring Proposal

Ángel Martín KPMG

Key Conclusions from the Creditors’ Advisors

Manuel Martinez-Fidalgo Houlihan Lockey

54

Page 55: Business Plan & Financial Restructuring Proposal

Jaime Cano Cortés Abogados

Next steps, timeline and process

55

Page 56: Business Plan & Financial Restructuring Proposal

Actions for the execution of the standstill agreement

56

16-17 March

18 March

18-27 March

27 March

27 March

28 March

Restructuring Next Steps

Page 57: Business Plan & Financial Restructuring Proposal

Antonio Fornieles Executive Chairman, Abengoa

Main take-aways

57

Page 58: Business Plan & Financial Restructuring Proposal

Re-focused business under new principles

Financial

discipline;

availability of

financial

resources will not

be taken for

granted

Operational

efficiency

and leaner

organization

Growth on core

competencies;

business

development

and execution

track record

Aim to

develop and

retain talent

Best in class

technology our

competitive

advantage

Abengoa, a decade operating in the emerging business of

sustainability

Main take-aways

58

Page 59: Business Plan & Financial Restructuring Proposal

Thank you

59